Untrue Representation or Warranty Sample Clauses

Untrue Representation or Warranty. If any representation or warranty made herein by Purchaser or Seller is untrue, inaccurate or incorrect at any time prior to Closing, the provisions of this SECTION 7.5 shall govern. If any party discovers prior to the Closing that any such representation or warranty is untrue, inaccurate or incorrect it shall notify the other party within three (3) Business Days of its discovery of same, failing which said discovering party shall have no right to make any claim in connection with said representation or warranty. If the party having made such representation or warranty is Seller, then the Purchaser, as its sole remedy for any such breach, shall elect either (a) to waive (but without releasing Seller from its covenants made in SECTIONS 7.6 and 7.7 hereof) said breach of this Agreement and consummate the sale and purchase of the Property, without any reduction of or credit against the Purchase Price, or (b) to require Seller to either (1) cure said breach to Purchaser's reasonable satisfaction prior to the Closing; or (2) provide Purchaser with a credit sufficient in Purchaser's reasonable discretion to compensate Purchaser for said breach, which credit amount shall be set forth in the notice. If Purchaser does not waive such breach pursuant to clause (a) above or if Seller fails to comply with the provisions of clause (b) above, Purchaser may terminate this Agreement by written notice given to Seller on the Closing Date, in which event this Agreement will be terminated, Purchaser shall be entitled to the immediate return of the Deposit and Seller shall so instruct the Title Company in writing and thereafter neither party will have any further rights or obligations hereunder except as provided in any Section hereof that by its terms expressly provides that it survives any termination of this Agreement. If however the breaching party is the Purchaser and the Purchaser is unwilling or unable to so cure any such breach, then the Seller, as its sole remedy in respect of any such breach of Purchaser, shall elect either to (c) waive (but without releasing Purchaser from its covenants made in SECTION 7.6 hereof) such breach of Purchaser and consummate the sale and purchase of the Property, or (d) terminate this Agreement by written notice given to Purchaser at the Closing Date in which event this Agreement shall be terminated, Seller shall be entitled to the Deposit as liquidated damages in accordance with SECTION 11.1 and Purchaser shall so instruct the Title Comp...
Sample 1See All (6)
AutoNDA by SimpleDocs
Untrue Representation or Warranty. If any representation or warranty above is known by Purchaser before Closing to be untrue ("Untrue Representation or Warranty") and is not remedied by Seller before Closing, Purchaser may, as Purchaser's sole and exclusive remedy, either: (i) terminate this Contract whereupon the Xxxxxxx Money shall be refunded to Purchaser and neither party shall have any further rights or obligations under this Contract, other than as set forth in this Contract regarding rights or obligations that survive termination, or (ii) waive its objections and close the transaction, and the Untrue Representation or Warranty shall not survive the Closing.
Sample 1Sample 2See All (5)
Untrue Representation or Warranty. If Purchaser obtains knowledge prior to the Closing that any representation or warranty of Seller herein is incorrect in any material respect and Purchaser elects to consummate the transaction contemplated hereby, Purchaser will be deemed to have forever waived any right to recover from Seller on account of such incorrectness.
Sample 1Sample 2
Untrue Representation or Warranty. If any representation or warranty made by the Company to the Lender subsequently proves to have been incomplete or untrue in any material respect as of the Closing Date, or any statement, certificate or data furnished by the Company under this Agreement or its Exhibits proves to have been incomplete or untrue in any respect or misleading under the circumstances in which it was provided as of the date on which the information is stated or certified.
Sample 1
Untrue Representation or Warranty. Any representation or warranty made by Borrower or Guarantors in any of the Loan Documents, or in any certificate, financial statement or other written statement furnished to Lender by Borrower or Guarantors shall prove to be untrue in any material respect.
Sample 1
Untrue Representation or Warranty. If any representation or warranty above is actually known by Purchaser before Closing to be untrue (“Untrue Representation or Warranty”) and Purchaser elects to Close notwithstanding such Untrue Representation or Warranty, then such Untrue Representation or Warranty shall not survive the Closing.
Sample 1
Untrue Representation or Warranty. Any representation or warranty of Contractor under this Agreement that is untrue in any material respect as and when made or, as applicable, reconfirmed.
Sample 1
AutoNDA by SimpleDocs
Untrue Representation or Warranty. Any representation or warranty of SPSA under this Agreement that is untrue in any material respect as and when made or, as applicable, reconfirmed.
Sample 1

Related to Untrue Representation or Warranty

  • Representation or Warranty Any representation or warranty by the Company or any Subsidiary made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by the Company, any Subsidiary, or any Responsible Officer, furnished at any time under this Agreement, or in or under any other Loan Document, is incorrect in any material respect on or as of the date made or deemed made; or

  • Breach of Representation or Warranty Any representation or warranty made or deemed made by Borrower to Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • No Other Representation or Warranty Except for the representations and warranties expressly contained in this Article V, none of Parent, Merger Sub I or Merger Sub II nor any other Person on behalf of Parent, Merger Sub I or Merger Sub II makes any express or implied representation or warranty with respect to Parent, Merger Sub I or Merger Sub II or their respective Subsidiaries or their respective businesses or with respect to any other information provided to the Company or its Representatives or Affiliates in connection with the transactions contemplated hereby. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that neither the Company nor any Person on behalf of the Company makes any other express or implied representation or warranty with respect to the Company or with respect to any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement. Except for the representations and warranties contained in Article IV, each of Parent, Merger Sub I and Merger Sub II acknowledges that it is not acting (including, as applicable, by entering into this Agreement or consummating the Mergers) in reliance on any other express or implied representation or warranty or any other information provided or made available to Parent, Merger Sub I or Merger Sub II in connection with the transactions contemplated by this Agreement, including any information, documents, projections, forecasts or any other material made available to Parent, Merger Sub I, Merger Sub II or their Representatives or Affiliates in certain “data rooms” or management presentations.

  • No Additional Representation or Warranties Except as provided in this Article V, neither Acquiror nor Merger Sub nor any their respective Affiliates, nor any of their respective directors, managers, officers, employees, stockholders, partners, members or representatives has made, or is making, any representation or warranty whatsoever to the Company or its Affiliates and no such party shall be liable in respect of the accuracy or completeness of any information provided to the Company or its Affiliates. Without limiting the foregoing, the Company acknowledges that the Company and its advisors, have made their own investigation of Acquiror, Merger Sub and their respective Subsidiaries and, except as provided in this Article V, are not relying on any representation or warranty whatsoever as to the condition, merchantability, suitability or fitness for a particular purpose or trade as to any of the assets of Acquiror, Merger Sub or any of their respective Subsidiaries, the prospects (financial or otherwise) or the viability or likelihood of success of the business of Acquiror, Merger Sub and their respective Subsidiaries as conducted after the Closing, as contained in any materials provided by Acquiror, Merger Sub or any of their Affiliates or any of their respective directors, officers, employees, shareholders, partners, members or representatives or otherwise.

  • No Representation or Warranty Seller and Financing Provider each recognizes and acknowledges that PG&E makes no representation or warranty, express or implied, that Seller has any right, title, or interest in the Assigned Agreement or as to the priority of the assignment for security purposes of the Assigned Agreement or the Assigned Agreement Accounts. Financing Provider is responsible for satisfying itself as to the existence and extent of Seller’s right, title, and interest in the Assigned Agreement, and Financing Provider releases PG&E from any liability resulting from the assignment for security purposes of the Assigned Agreement and the Assigned Agreement Accounts.

  • Warranty Seller warrants that the Products sold by Seller to Purchaser conform to Seller’s specifications and are free from defects in material and workmanship. Unless otherwise specified by Seller in writing, this warranty extends for one year from the date of original purchase. All warranties apply only to the original Purchaser unless otherwise agreed by Seller in writing. Seller's sole obligation and Purchaser’s exclusive remedy for any justified claim under this warranty shall be limited to one of the following, at Seller’s sole discretion: (a) repair or replacement of the Product or (b) a credit for the price paid by the original Purchaser of the Product. This express warranty does not apply to, and no warranty remedy will be given for, Product issues resulting from: (a) accident, acts of nature, improper installation, improper assembly, unreasonable or improper use, lack of proper maintenance, unauthorized repairs or modifications, abuse, normal wear or tear of replaceable parts such as spouts and hoses, or other causes not directly arising from defects in materials or workmanship; (b) any Product damaged by the failure of the owner to use, maintain, or store the Product as specified in any applicable instructions and/or warnings provided by Seller or the manufacturer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SELLER MAKES NO WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT. IN THE EVENT WARRANTIES EXIST AT LAW THAT MAY NOT BE DISCLAIMED, PURCHASER AGREES THAT SUCH WARRANTIES SHALL BE LIMITED IN DURATION TO THE ONE YEAR WARRANTY PERIOD AND TO THE REPLACEMENT VALUE OF THE PRODUCT.

  • False Representation Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.

  • No Misrepresentation or Breach of Covenants and Warranties There shall have been no material breach by Buyer in the performance of any of its covenants and agreements herein; each of the representations and warranties of Buyer contained or referred to in this Agreement shall be true and correct on the Closing Date as though made on the Closing Date, except for changes therein specifically permitted by this Agreement or resulting from any transaction expressly consented to in writing by Seller or any transaction contemplated by this Agreement; and there shall have been delivered to Seller a certificate to such effect, dated the Closing Date and signed on behalf of Buyer by an authorized officer of Buyer.

Time is Money Join Law Insider Premium to draft better contracts faster.